Revelation Biosciences Files 8-K on Warrants

TL;DR

REVB filed an 8-K detailing warrant activity - watch for dilution.

AI Summary

Revelation Biosciences, Inc. filed an 8-K on December 12, 2024, reporting on other events and financial statements. The company, formerly known as Petra Acquisition Inc., is incorporated in Delaware and based in San Diego, California. The filing details information related to redeemable warrants.

Why It Matters

This filing provides updates on Revelation Biosciences' financial structure, specifically concerning redeemable warrants, which could impact its capital structure and future share dilution.

Risk Assessment

Risk Level: medium — The filing mentions redeemable warrants, which can lead to share dilution if exercised, potentially impacting existing shareholders.

Key Players & Entities

• Revelation Biosciences, Inc. (company) — Registrant
• Petra Acquisition Inc. (company) — Former company name
• December 12, 2024 (date) — Date of report
• San Diego, California (location) — Company headquarters

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share REVB The Nasdaq Stock Mar
• $12,075.00 — of common stock at an exercise price of $12,075.00 per share REVBW The Nasdaq Stock Ma
• $2,500,000 — es the Company to maintain a minimum of $2,500,000 in stockholders' equity for continued l
• $35 million — value of listed securities of at least $35 million or net income of $500,000 from continui
• $500,000 — f at least $35 million or net income of $500,000 from continuing operations in the most
• $1,140,421 — , reporting the stockholders' equity of $1,140,421. As reported in its Quarterly Report
• $2,673,617 — nt by reporting stockholder's equity of $2,673,617. Additionally, as previously disclose
• $1.00 — their warrants at an exercise price of $1.00 per share, in exchange for the Company'
• $4.1 m — the Existing Warrants is approximately $4.1 million, before deducting financial advis
• $2.5 million — pany has stockholders' equity above the $2.5 million Stockholders' Equity Requirement. Speci
• $6.0 million — he date of this filing is approximately $6.0 million (and cash and cash equivalents are $7.1
• $7.1 million — lion (and cash and cash equivalents are $7.1 million). Therefore, the Company believes it is

Filing Documents

• revb-20241212.htm (8-K) — 48KB
• 0000950170-24-135895.txt ( ) — 201KB
• revb-20241212.xsd (EX-101.SCH) — 48KB
• revb-20241212_htm.xml (XML) — 7KB

01 Other Events

Item 8.01 Other Events. Compliance with Nasdaq Listing Rule 5550(b)(1) As previously disclosed, on August 14, 2024, Revelation Biosciences, Inc. (the "Company") received a letter (the "Nasdaq Letter") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq"), notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders' equity for continued listing on The Nasdaq Capital Market (the "Stockholders' Equity Requirement"), nor is it in compliance with either of the alternative listing standards, market value of listed securities of at least $35 million or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years. The Company's failure to comply with the Stockholders' Equity Requirement was based on the Company's filing of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, reporting the stockholders' equity of $1,140,421. As reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, the Company complied with the Stockholder's Equity Requirement by reporting stockholder's equity of $2,673,617. Additionally, as previously disclosed, on December 3, 2024, the Company entered into warrant exercise inducement offer letters (the "Inducement Letters") with certain holders (the "Holders") of its existing Class E Common Stock Warrants exercisable for an aggregate of 4,064,040 shares of its common stock (collectively, the "Existing Warrants"), to exercise their warrants at an exercise price of $1.00 per share, in exchange for the Company's agreement to issue new 4,064,040 Class F Common Stock Warrants and 6,096,060 Class G Common Stock Warrants for each Existing Warrant they exercised (the "Inducement Warrants"). The aggregate gross proceeds from the exercise of the Existing Warrants is approximately $

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. REVELATION BIOSCIENCES, INC. Date: December 12, 2024 By: /s/ Chester S. Zygmont, III Chester S. Zygmont, III Chief Financial Officer (principal financial and accounting officer)

View Full Filing

View this 8-K filing on SEC EDGAR